Behind the Scenes
by Auua Ytjoml
Summary: Uncut. Unedited. This is team Ultimate as you've never seen them before. ll One-shots, dribbles and musings for all genres. No slash. No continuity.
1. Reflections

**Allo! I can't wait to start posting my Nova backstory (currently at 22,000 words and climbing) so until then I've decided to do a series of drabbles. Unedited. Uncut. Just for fun. If anyone wants to take an idea an run with it just tell me so I can read it!**

1\. REFLECTIONS

They're yelling at each other again. The unfortunate agents currently wishing they weren't in the same room wonder how it is that this scrappy teen can get away with badmouthing their director as if he were the notorious Wolverine himself.

"You don't think before you act. You dive in head first-"

"You and your rules and lessons. Try teaching me something I don't already know!"

Fury's seen this type before. Can't let anyone get hurt. Can't let anyone get close. Can't let anyone think he is weak, or has weaknesses or can't do it. He's got a whole list of supers that fit that rap; this kid is just the latest in a long history. But Parker's got one thing going for him; he's still a kid. Just unsure enough, lacking just enough experience, to agree to Shield training. So maybe Nick can help this one out.

Believe it or not he doesn't like kidnapping loners like Wolverine or the Hulk when he needs their help. He doesn't like blackmailing them into doing something good for themselves. And believe it or not he doesn't think Spiderman actually needs the training Shield is providing. Sure it's improving his game faster than otherwise, but that's not the goal here. Training is just the bait. Nick's goal is teach the kid that he doesn't need to be a loner, that he can depend on others to be there for him and not hurt themselves. Nick's primary goal is to save Peter Parker… from himself.


	2. Looking Back

2\. LOOKING BACK

Before they part ways Wolverine makes sure to tell the kid, "You got a good thing going here kid; friends, a life. One day you'll look back and see how good you really had it."

If any number of things had been just a little bit different Peter would be just like him. It makes him wonder if there'd ever been a chance for him to turn out like Spidey. And it makes him wonder when Spiderman will realize that his social life is just an act. After all… a loner recognizes another loner when he sees one.


	3. What If

3\. WHAT IF...  
(Ultimate Spiderman/M-day crossover)

[team finds Peter in his bed, deathly ill]

Ava: [lays a hand on his forehead] "What do you think's wrong with him?"

Danny: "I do not know Tiger. But we need to get him to Shield fast."

Luke: [picks peter up] "Take it easy big guy, I gotcha."

Sam: [jumping around nervously in the background] "He's not going to die is he? Is he? Cause I never got to pull my latest prank on him."

Aunt May: [knocks on the door and opens it] "Peter? I brought you some-" [runs to the window] "What are you doing with my boy! Come back! Peter!"

[on Shield Helicarrier]

Fury: "And just where have you- what's with him?"

Luke: "Don't know. He didn't show up at practice so we went looking for him. Found him at his house. He's nonresponsive. Nothing we've tried will wake him up."

Fury: "I was afraid of this."

Ava: "Afraid of/what/ Fury? Whatever secret you've been keeping under need-to-know protocol, we need to know it, now."

Fury: "Bring him this way. You've heard that the Avengers have disbanded temporarily…"

Ava: "Of course."

Sam: "I thought the Torch was just causing trouble again."

Fury: Unfortunately it's not Johnny this time. It was the Scarlet Witch."

Team: "The Scarlet Witch!"

Fury: "What you don't need to know it most of it. What you do need to know is that she's shut off the powers of 98% of the world's mutants."

Team: "What!"

Fury: "A lot of people are dead or dying because of this."

Ava: "Spidy."

Nova: "I still don't get it. What's this to do with Webhead? None of us are mutants."

Fury: "That's where you're wrong. Peter Parker may have gained the powers of Spiderman through a radioactive spider bite. But it appears he survived them because of a mutation triggered at time he was bitten."

Luke: "The radiation…"

[Group arrives at launch pad. Peter is loaded on a gurny and into a transport vehicle]

Fury: "Precisely."

Danny: "Where are you taking him?"

Fury: "I'm not taking him anywhere. You four are flying him to the Xavier Institute Upstate. That's the center for the survivors. I want you to go underground. Don't engage in heroics and for heavens sake if you must, do so under an alternate identity than any that have been previously connected to you and don't use your trademark powers."

Nova: "But… why?"

Danny: "We are an island of stability in an ocean of turmoil. Not all who promote peace with their words wish to calm the waters with their hands."

Nova: "Uh…?"

Ava: "We're a secret weapon. There's going to be people that want to take advantage of this and with the Avengers disbanded and X-men otherwise occupied it's the perfect time for some big badies to break their cover. We gotta make them think that they don't have to be cautious. If we can't catch them off guard more people are going to get hurt."

Fury: "Well said White Tiger. Now the coordinates are already entered. Shield's going to have its hands full but if you need us we'll send someone. Some advice? Try not to need us."

[Team Ultimate piles in. Peter's skin begins glowing as they cut through the sky towards their new home]

Frost: "Welcome Ava, Sam, Danny, Luke, to Sanctuary."

Nova: [spins around wildly and falls on his butt] "Who said that!"

Frost: "You need not fear me. My name is Emma Frost. I am a telepath. You may land your little ship through the basketball court. The tunnel is open."

Ava: [throttles controls and shoots towards the now open hole] "Hold on Dork. Help is almost here."

[Land on a narrow open runway within a hanger crowded with vehicles of all shapes and sizes parked efficiently but haphazardly across the bay. They are met by Iceman.]

Bobby: "Emma said you had a casualty."

[Ava and Sam drift to either side to reveal Luke and Danny carrying out Peter on his gurney.\

Bobby: "Oh, man. Spiderman too?!" [shakes head] "Follow me. Dr. Banner and Dr. McCoy are whipping up quick fixes as fast as they can. I'm sure they'll find something to help him as well."

[Outside the Medlab the team waits and worries. Meanwhile inside-]

Hank: "Whose next?"

Kitty: "Spiderman. He's isolated from the others because of the radioactivity."

Bruce: "Radioactivity?"

[Kitty hands him a Shield profile on Peter.]

Bruce: [Reading it] "Bit by a radioactive spider and gained subsequent spider like abilities. Suspect that healing factor is not one of such acquired abilities but a reaction to them."

Hank: "It would make sense. Many mutant genes are triggered during teenage years by some event that requires adaptation to survive."

[The two doctors work busily over the comatose Peter. His subtle glow takes on an acid hue as his skin begins flaking off.]

Hank: [looking at a series of samples of Peter's blood, skin, saliva, etc tissue] "The radioactivity is concentrated in his blood stream. He's literally poisoning himself from the inside out."

Bruce: "Maybe an infusion would help. My body adapted to the gamma rays without mutation. If-"

[A muted siren goes off as another patient is brought in]

Hank: "You got this one Bruce?"

Bruce: "Go."

[Hank hurries off and Bruce prepares the first of many blood transfusions that might, maybe, save a life before rushing off to the next victim leaving Peter's friends to watch over him through the protective radioactivity dampening windows of his sickroom.]

Ava: [leaning on Luke] "Do you think he'll make it?"

Danny: "Like a rod of iron in a wall of stone, Peter is stronger than he appears."

Sam: "Yeah, whatever. But if Webslinger dies on us I'm bringing back to have the satisfaction of killing him myself. Nothing takes down our Spiderman!"

[The fiercly optimistic declaration from the most antagonistic of them reminds them that Nova is also the youngest. And that none of them are old enough to be out of high school much less working for an international peacekeeping organization and spy operation. But here they are, all four of them having grown up under Shield's wing and then there's Peter Parker, who grew up like a normal kid and didn't have near their training or advantages and yet had more experience in what actually mattered in his little finger when they first showed up in New York than they had in their entire bodies and he gained it the hard way, in a jungle gym with no safety nets and against opponents who shot to kill. They're better now, but he's still the one they look up to, even if they'd never normally admit it. Through the distortion of the thick glass, Peter's body looks unnaturally small and pale.]

Team: [thinking] Just please, please, please be ok.

[Six months later. Midvale high.]

Ava: "Did you remember to take your shot this morning?"

Peter: "What? Don't I look green enough for you?"

Flash: "Better eat your vegetables Parker!" [hallway laughs]

Peter: [sighs. Addresses audience.] "So things haven't really changed. Sure I'm now dependent on a shot every morning to keep me alive and not radiating, not a good weakness to have, Flash has even more ammo to make my life living hell, and any injuries I acquire actually stick around, but things aren't all bad. I got to meet Hulk's other side, his 'little friend', and Dr. Banner's pretty cool himself. The X-men are on my speed-dial now, great if I need a lotta help with a little less protocol than Shield. Luke got this picture of Buckethead [flashes a picture of Magneto] "no! not that Buckethead! This one!" [shows Sam bawling his eyes out over Peter] "and best of all your friendly neighborhood Spiderman is back in Business! I'm out!"


	4. Goblins Inside of Us

4\. GOBLINS INSIDE OF US

(just a little write up of the final scenes in 1x25. Disclaimer: none of it's mine. literally.)

"Iron Fist! Stay with me buddy!"

One by one his teammates fall to the Goblin's attack.

"Osborn! You sick freak."

He pulls himself to his feet, ignoring the beating already soaking into every inch of his body in favor of testing his web-shooters with a quick blinding of his opponent and calling out a challenge. He needs to draw the Goblin, Mr. Osborn, away from the team. Then maybe he can calm him down, just like he'd done with the Hulk.

Who is he kidding? Mr. Osborn isn't just his friend's dad. He never has been. He'd been orchestrating things for a long time and he'd finally gotten in over his head. Well too bad.

"This is for what you've done to my team! And to your own son!"

He takes the offensive, flipping, kicking and punching until the Goblin manages to grab him by the wrist. A quick trunk lift and a lateral kick later and he's free, free to continue taking out his anger on the nearest target. Goblin. "I should beat you into a paste!"

This thing, it shares his DNA. His and Venom's. Venom, who also apparently was created from his DNA. _Pure aggression_. Doctor Oct.'s gleeful description swims to the forefront of his mind. He holds his punch. "But I'm not going to."

He tries reason. To calm things down. He even appeals to Osborn's love of his son though, what with Harry's comments about how his Dad isn't all that, he's not so sure that his friend means anything to the guy.

The Goblin doesn't respond for a second. For a second he thinks that it might actually have worked. Then-

"Osborn! No more!" He hurtles through the air only to land as painfully as expected. He even creates his own crater. All right. He tried. But aggression for a purpose and misplaced aggression are two opposite sides of the spectrum.

"Only Goblin!"

And that clenches it. No more Mr. Friendly Neighborhood Spiderman. "Sorry Mr. Osborn. But my team? They're like _my_ family!" They push back and forth for a sixty seconds that's longer than it has any right to be. The entire time the Goblin's electrified fist hovers way too close to his head for any modem of comfort. "And if I have to take you out to save them-" His ribs twinge painfully causing him to gasp for breath. "-then that's what I'm going to do!"

Forcing the Goblin's fist to his own face is a good plan. The resulting explosion sends Goblin through several ceilings bringing them from the sewer tunnels to the lobby of Oscorp. How fitting. He crouches for a moment but doesn't dare wait any longer. He knows that the minute he stops moving, his muscles are going to seize up like nobody's business. He's been fighting or unconscious non stop for nearly four hours. He's reaching his limits and he knows it. He's only save is that the Goblin doesn't. He'll fight till he drops.

Slinging through the new skylight after his opponent he shoots another web at the Goblin's face only to be whipped off his feet and slung around the room like a toy. Hitting another wall he feels a rib crack and then shatter upon final contact with the floor. Groaning he leaps up and executes a flying kick as the Goblin raises his fist, electricity crackling. They meet in the middle of the hall sending energy crackling over the walls. Fire leaps up around them, painting the scene into a pit of hell.

He stumbles, placing his foot firmly against something that gives as he tries to stop the room from spinning. A punch from an unseen fist sends him into the ceiling, again. The resulting fall and crash drains the last reserves with a sickening crunch. The pain he'd been successfully blocking out returns in force. He tries to rise only to fall back limply as a clawed foot slams into his back.  
"Spider. Goblin. Same blood."

Somewhere above him the freak is growling but he can't hear the words through the ringing in his ears.

"Spider. Goblin. Family."

That part gets through. He tries out a quip and it falls flat even to his ears. The building is falling apart all around them and the Goblin doesn't stick around to pummel him some more.

He pants, trying to focus on the ceiling above him. A giant flaming globe plummets towards his wide open eyes. At the last second he blindly twitches his fingers, shooting a web that drags him sideways across the floor just in time. Another chuck of rubbles lands next to his head. He needs to get out of here.

On autopilot he uses a wall to drag himself upright and mechanically places one foot in front of the other headed for the door. He doesn't notice the debris raining down on him. He doesn't feel the heat of the fire as he limps through it. What is one more injury when every neuron in his body is already firing full capacity?

The smoke clears. A breeze that should probably feel cool burns across his face. Black spots converge across his vision.

"Just. Got. To keep. Going." He whispers to himself.

A familiar figure looms out of the smoke. As the darkness swallows him he quips, "Just in the nick of time, Nick." Then the pain crescendos, the wailing in his ears shuts off and with a sigh of relief so does everything else.

OoO

He comes to in the Shield Medbay. His healing powers are already taking care of the surface his wounds. He sits up and suppresses a groan. The ribs are still definitely broken. Probably will be for a while.

He's just waved off the attentions of the Shield doctors when the door opens, admitting Director Fury. "You did good team. Shield is tracking the Goblin."

A sudden fury, pardon the pun, builds up inside of him. How _dare_ he act as if this was a successful mission; something to be _proud_ of. "I should of seen it coming!" he blurts out. "I let my friendship with Harry cloud my judgment. Worst of all Goblin is still out there!"

The transformation replays over and over in front of his eyes. Mr. Osborn. Almost like a father figure since Uncle Ben had died. Auuuwwgg! He wants to scream. "Let's face it Fury, you tried to make me the Ultimate Spiderman and all I am is the Ultimate Failure."

His ribs twinge again and he knows he deserves it.

"We'll get Osborn."

The platitudes in Fury's voice, as if capturing him after the fact will be some sort of condolence for all the lives ruined in the process, are the last straw. "We?!" In his outrage he notes with satisfaction how the rest of the team looks shocked at his anger. "You don't get it Fury! There is no we. It's my DNA, my friend's Dad, and my problem!"

Fury frowns but he bulldozes over whatever cheap argument or order the man is trying to dish out. "I was a solo act. Against my better judgment I joined this crew and now I've put everyone I care about in harms way." He stands, splaying his stance partially to look tougher and partially to keep his balance despite his concussion. "No one else gets hurt because of me." The way his Uncle had folded over himself at the impact of the bullet burns through his mind. Not again. Not again. "It's my mess. I have to clean it up. I'm gonna take _care_ of the Green Goblin. _And_, I'm _gunna_ do it, alone."

He pulls on his mask and walks out, the closing doors concealing him from view. Behind him that last word echoes through the remaining supers.

Alone.

**This scene made me cry. Then I watched it a dozen more times because it was so good.**


	5. A Leader Without a Team

**5: A LEADER WITHOUT A TEAM**

_You're a good leader. Deal with it._

_You did good tonight kid. You're a true leader._

_If you're our leader, then act like it. Lead us!_

Their voices haunt him in this new world, phantoms from a better past. Leader? Ha. How can he lead if there's no one to follow? Raising his head from his feet he looks out across the barren wasteland of ash, punctuated only occasionally by the unstable frame of a building just waiting to topple over.

He looks back at his feet and continues trudging on. Somewhere out there, there has to be survivors. And those survivors are going to need looking after.

Night falls. The moon, like the sun hours earlier, is invisible behind a thick noxious layer of cloud. An acid rain begins to fall but Spider ignores it. He'd survived the radioactive fallout. He's not going to be done in by a little pH imbalance in the water. And if he is, maybe it's for the best. Maybe there is no one left and he's all alone on the entire planet. Maybe, even if there are survivors, he shouldn't go anywhere near them because the radioactivity soaking his every cell and synapse will kill them on contact.

His body hangs limply as his eight new legs make short work of the long miles. In the distance behind him the skyline of New York disappears over the horizon.

Leader? It's not funny. He wishes he'd died with the rest of them. Cause the thing about leaders is that everything is their fault, their responsibility. And by not stopping the war, he'd as good as killed everyone he was supposed to protect, everyone he loved.

Leader? As if.

**HAPPY THANKSGIVING Y'ALL!**


	6. I Choose You

**Just some drabbles on Harry and Pete's relationship with each other and their respective father figures.**

**With Great Power… **

Comes great responsibility or great reward. Ben and Norman… two very different people with two very different messages for their boys. Peter and Harry… two very similar people who take two very different paths for very same reason… to follow the family they love.

**I Choose You**

Peter: As if my relationship with Harry couldn't get any worse, Harry's Dad, the Green Goblin, chose me over him. And not Spidy-me. Parker-me. What's up with that?! Harry'll never forgive me!

Harry: Not only does my dad completely ignore me, when he does finally show his face he takes Peter over me! What is it? Am I not good enough for him? Not smart enough? Not family enough? Enough! I'm sick of Parker and I'm sick playing second fiddle. I _will_ aquire my Dad's respect!


	7. Baser Instinct

**A few musings courtesy of a request by 'Kindness to Everyone and thing'.**

**Responsibility**

When I first got bit, well, let's just say life sucked. Spiders aren't very high on the intelligence spectrum, but they are carnivores… _and_ they've got the tools to back it up. I didn't develop venom sacks of my own but I still had the instincts, y'know? The urge bite, to snare, to hunt. That's why I started creating my webs. It wasn't like I had this idea that swinging above traffic would save me so much time getting to school and so I decided that biosynthetic ropes were the best option. I had this crazy itch to create webs, specifically webs. It wasn't until I started scratching that itch that I realized the potential in the idea. And it wasn't until Uncle Ben died that I realized I could use those instincts for good. Hunting the hunters and all that.

**Venom**

For a long time after that I was in a good place. Then Doc Oc got ahold of some of my blood. The result? Venom. For toilet sludge it certainty managed to take out my entire team in record time. And then it was my turn. As we bonded that first time what we were, who we were, flashed through our minds. My biggest impression? Doc Oc. He was talking about the sludge; called 'distilled aggression, pure venom', but that wasn't quite the whole of it. I could feel it. Venom wasn't distilled aggression, it was distilled instinct. And since spiders don't really recognize 'friend' and 'enemy'; it's more 'prey' and 'too big to be prey', well, you get the picture. Of course in the moment I wasn't doing to well at the recognizing what 'friends' were either. I was strong. I was hungry. I wanted to hunt. And for the first time since I was bit I didn't have anything left to counteract those urges. _I was Venom_.

I'm just- New York is just lucky Venom caught up with me on a rooftop with no one around but my team. They're not high on the 'likely to be mistaken for prey' list. I was about to scram; choosing your battles and all that, when they attacked. They probably would have called in reinforcements and gotten me free in a SHEILD lab somewhere but before they could; some prey showed its face. Specifically? Harry. He was weak. Out of his element. And the other predators keeping me at bay wouldn't be able to get him before me. He was mine. That's when I remembered who I was. Who my 'prey' was: Harry, my best friend.

That night, heck, that entire week was hell. Venom may have been gone but my instincts were still on a high that I had no way of calming. My spidysense went off whenever I was in the same room as the team. They were Danger with a capital D, and nothing so reasonable as logic and higher thinking could stop it. I couldn't walk down the hall without analyzing the effort it would take to take to ensnare every single person I passed. It sickened me. According to my brainstem, I was nothing more than a giant maw and my classmates were high on menu. And at night I couldn't sleep without reliving how it felt to be Venom; how _good_ it felt to be Venom. I was strong. I was power. I was without fear. You don't know how intoxicating it is to fear absolutely nothing unless you've been there.

Eventually I got myself under control again. Venom decided I wasn't the ideal host after all; it wanted someone that agreed with it or someone too weak to fight it, and as much as I hated Venom taking my best friend from me I breathed a sigh of relief. Without Venom, Harry couldn't go berserk and ensnare half of New York if he forgot that killing people was bad. For me, Venom just made things easier to destroy. Without him, I still had all the right ingredients, stewing in my brainstem. Without Venom, Spiderman was still plenty capable of killing.

**Carnage**

Carnage was a whole other story. Underneath it was the same symbiote; the same Venom. But the control, the power, was gone. It belonged to Osborn now. Whereas bonding with Venom had been an intoxicating, addicting experience, bonding with Carnage was just plain terror. Imagine taking all the instincts of a solitary predator, personifying them, and then chaining them so that they can't do what they're literally evolved to do. Attacking a team of highly powered supers? Bad idea. Do it anyway. Ensnaring one of the multitude of easy preys swarming the streets below you? Yes, yes yes! No. Go after the predators that can take you down instead.

To be to be a helpless bystander, unable to do anything to help, and to be completely out of control, my own worst enemy; these are my biggest fears. I share the second one with the symbiote. So we screamed until Harry freed us and then it was all I could do to not to curl up and cower away from the world. My spidy-sense was going off pretty much nonstop until I could hardly think with all the adrenaline rushing through my blood.

**Power**

Flash is now the Venom host. I guess he's kind of perfect. He isn't being attacked by big dangerous things all the time. Venom gets to 'hunt' down nerds whenever he likes. I don't know if the Carnage programing is still active. If it is I hope Flash doesn't use it. There's nothing worse than fear to create monsters; and if Venom ever goes rogue again I don't know if I'll be able to muster up the courage to face it. It embodies my worst fears and most twisted desires. It's a part of me that I manage to ignore most days and thank God that my team still assumes to have been created solely by Doc Oc.

Harry's first reaction to seeing Venom was to exclaim that it was stronger than Spiderman. It's true that Venom has more power than I could ever dream of alone. It's also true that I couldn't live with myself if I hurt someone letting that power go to my head. I am Peter Parker. I am Spiderman. And well, you guys have heard my motto. Need I say more?

**Whadd'ya'think?**

**Now with a sequel, 'Dear Diary', in ch. 12.**


	8. Merry CHRISTmas

1\. MERRY CHRISTMAS

**Takes place at the end of episode 3x22; Nightmare before Christmas. Merry CHRISTmas all!**

Waking up from a nightmare is not fun… unless of course you're waking up from Nightmare himself and then it's just a big relief… unless you wake up to a certain someone repeatedly slapping you across the face and going all "wha-at?" when you question his sanity.

But that's Nova for you and let me tell you, I wouldn't want him any other way. He's like that annoying younger brother whom you never really want to STOP being annoying because if he ever does that then something is _seriously_ wrong.

Anyways, the plan is for us to spend Christmas as a team, just the five of us and my Aunt May. Sure there's the New Warriors, whom I kind of lead, but they're not family, not like Ava, Luke, Danny and Sam. Besides, most of them have plans of their own. Cho and Flash are spending it with family. Ka'zar and Zabu are back in the steamy Savage land for the holidays. Ty and Tandy are doing – well they declined the invitation saying they had a tradition of their own so – whatever it is they're doing. And Squirrel Girl? Well you saw what she was up to. Not much.

But that leaves me feeling totally not guilty wanting to only include _my_ extended family. Why are they family? Well it's not because we share blood, thank goodness. I already told you what Sam's like, a little bro.

Luke's the opposite; a big brother who's simply _that_ cool. I can always count on him to be there when I need him, whether that's backing me up against Sam or keeping the others out of my room when I need some alone time.

Danny falls in between. He's more irritating that NovaCreep at times – at least I _get_ Sam – but at the same time he's like this little human shaped pool of serenity. I don't think I even knew what serenity really _meant_ until I spent a month with him in my life. He irritates me without even trying but I can't get mad at him. Heh.

Then there's Ava. She's part of our team and that means she's family, but at the same time I kinda like her. Like, _like_ like her. She's really pretty of course, but she's also smart and tough and totally able to kick my butt to the proverbial curb if I'm not acting like a friend, or a leader, should.

I don't know what I'd do without these people. No matter how badly I screw up they're always there to set me back on course and help make things right. No matter how much the rest of New York seems to hate me a lot of the time, I can rest easy knowing that my team doesn't; that they trust me just as much as I trust them.

I mean, sometimes I want to keep them out of it, keep them safe. But that's only natural right? To want to protect the people we love?

"C'mmoonn Webhead! We're going to be late and I still have to garnish the ham!"

Allright folks, I'm out. That's Sam calling now and if I don't get going he's going to drag me home hanging by my heels; not fun. Merry Christmas!


	9. Labrat

**8\. Labrat**

Their day starts with a perfectly normal morning. Classtime starts out as just another mission. The day everything changes _starts_ when Fury calls the four teens to the briefing room.

"I'm not gonna sugar coat this one for you. We've finally got a fix on the Osborn labs and we need agents on the inside. You four are the only ones young enough to attract their interest. Your goal is to collect evidence, not destroy the place. We can't wire you ahead of time, it'll raise their suspicions, so you'll be looking for records, hostages whatever you can find. Powerman, Iron Fist, you'll be the bait-"

"What? Am I not good enough?" Ava pushes her way to the front and frowns at the holoscreen detailing the mission parameters.

Fury sighs. "Your powers come from a device than can be removed from your person. Same with you Nova. You two will follow the tracking spray on Powerman and Iron Fist. Once they are secured you will break them out and then _all four of you_ will _act like team_ for once in your lives and get out of there with as much information as possible."

The rest of the briefing is all about blueprints half the teens will forget and strategies the other half won't remember but Fury sends them on their way feeling only moderately worried for their lives and his legal bills.

-0-

When Danny wakes it is a slow struggle up from a drug-induced lack of consciousness that does nothing to actually rest the mind or body. Without stirring from his uncomfortable slump against a wall he slips into a meditative trance and stretches his sense outward. An electrical field in front of him; probably a force field instead of a solid door. The sent of antiseptic and cleaning fluid. Underneath that the faint tang of blood. A lab. They're in the right place then. To his left Luke groans. And up above-

Danny opens his eyes. The sound of their fellow prisoner's beating heart recedes into inaudibility. "Hello? Above me, can you hear me?"

The rustle of limbs and the whine of something electronic signal the disappearance of a section of ceiling-floor. Visual disappearance, he notes, as a second later a thin white hand plants itself on the translucent material and a boy no older than himself lowers himself to his floor to peer through Danny's ceiling.

"Everything's recorded here. Just warning you."

Danny had guessed as much but the freely offered advice suggests that their fellow prisoner may be a useful ally and not just a don in distress.

"Do you know where we are?"

"Welcome to the lab of the one and only Doctor Octopus." The kid says with false flourish. "Well, I don't know if he's the _only_ evil octopus in the world but he's got to be up there. How many cybernetic tentacle systems can there be?"

The kid shoots a glance at the reflective dot in the corner of Danny's cell and mock whispers, "But don't call him Doc Oc unless you want to make him mad." He shrugs. "Which maybe you do. You might get to go home sooner that way."

The barrage of questions this induces in Danny's brain taxes his induced calm. Sorting through them and selecting the line of questioning with the most promise, he asks, "You said that everything is recorded. You also advised not to refer to the Doctor by the epiteth 'Octopus' and yet you yourself did so-"

The kid shrugs with both shoulders. "I'm the experiment. I get a few privileges, like choosing to talk to you or not and not getting badly punished for being annoying. But you're only a control so you have to be more careful."

With that ominous line, the ceiling reverts to opaqueness. Danny listens as the kid scrambles upright and begins pacing around his cell with an odd variable in the sound that Danny cannot place.

Minutes pass. Danny tries to figure out of the tracker spray still coats his skin and meditates until Luke finally awakens. They exchange a few words –mostly of the 'are you all right' variety and then lapse into silence again until a gust of wind visibly whips through the corridor on the other side of their cell doors preceding their teammates' appearance in front of them.

"One jail break, as ordered. No need to thank me, but I will accept your applause."

White Tiger rolls her eyes and jumps off her perch on Nova's back. Her fingers fly over the keypads in front of each of their cells and then they are free. Iron Fist and Power Man gratefully accept their costumes and immediately begin pulling them on so it is Tiger that first notices the reluctance of the third prisoner to take advantage of his freedom.

"Come on kid! We're racing the clock here. Or do you want to stay creepy tentacles guy all your life?"

Cautiously, the shadowy figure jumps down into the light. Danny's eyes widen. With his gaunt boniness, shaved scalp and the numerous surgical scars up and down the length of his body, he looks like a poster child for leukemia... or the illegal human experiment he is, but his movements don't suggest malnuitrition at all. Instead, as the kid skitters forward to peer anxiously around the corner, Danny is more reminded of an insect.

"Come on, come on, come on! I get along with Venom ok but I've never tried to escape before so we really don't want to meet him or Doc Oc. Come on!"

Tiger pulls him back, "Kid, is there anyone else?"

"No! The last batch of controls just went home. You're too late. Come on!"

"We've got to collect evidence before we leave kid. Do you know where the Doctor keeps his records?"

The kid nods quickly and then shakes his head, "On him all the time, no other copies. You'd be mad to try and fight him, we've got to go!"

When the kid starts inching back to his cell their decision is made. Nova and Tiger to another sweep of the lab to pick up as much video on their SHIELD tech and then they follow the rest as Nova punches a way out, straight through the walls, into the brisk autumn daylight.

OoO

The Experiment doesn't need to blink against the sunlight – the lab is kept plenty bright as it is – but when a gust of wind bats at his skin he jumps sky high, wheeling around to search for his attacker. This time the breeze hits his face and he absorbs the sensation, stock still, until he remembers what it is and that it won't hurt him. The controls that had broken him out stand with their backs to him in a loose circle. Their attention is also focused on outside threats, not him. Good. He's safe from them.

He relaxes fractionally only to immediately tense and sweep into a defensive crouch as a military helicopter descends on their position, propellers roaring. He clasps his hands to his ears, trying to hide from the painful, high-pitched whine. Someone grabs his wrist and pulls him upwards. Then the whine of the propellers is all around him and he's rising up and up, higher and higher. His ears begin to adjust. The experiment peeks out from between his fingers to watch the city grow smaller and smaller. The girl taps him arm and points up. He follows her gaze up to a giant ship, floating midair, like an aircraft carrier given wings.

Tentatively, but without too much fear considering they _had_ broken him out of Doc Oc's lab, he allows the teens to guide him across the landing zone and through the hallways of the – SHIELD helicarrier he hears them call it – into a small oblong room containing a single long table surrounded by chairs. At the head of the table, a man with an eyepatch beckons the group forward.

"Good work team. What's your report?"

All four teens step forward at once.

"We collected no records-"

"-totally kicked butt-"

"-nobody but a few guards-"

"-found this kid-"

Suddenly all attention is on him. The Experiment shrinks back and raises his wrists defensively. The eyepatch waves the others off and approaches his calmly, hands out and away from his sides.

"My name is Nick Fury. I run SHIELD; Stratigic Homeland Intervention, Enforcement and Logistics Division. What's your name?"

The Experiment shakes his head. He doesn't have a name. He wasn't allowed to have one. He knows that all the others who'd been brought in, all the controls, they'd had names, so he must have had one, but he can't- he doesn't- "I DON'T KNOW!"

"Easy kid. That's all right." Then Fury asks the question that cements his loyalties with the SHIELD agents. "Would you like to find out?"

OoO

They take pictures of him and let him watch as they run them first through some de-aging software and then through their giant search engines. Once he realizes that no one is going to punish him for asking questions, the – NotExperiment – begins peppering the technicians with questions on how it works, what is software? Hardware? How do you access the internet? Can any one access it? How do you keep others from finding out your stuff? Is-

The facial recognition program stops on a picture of a young boy, no older than four sandwitched in between a young couple in lab coats. They are all grinning broadly at the camera and across the bottom is a Missing Persons headline. Below it an article pops up.

_Richard and Mary Parker were found dead in their home on Tuesday, August 17th. Their son Peter Parker has been declared missing. Police investigators-_

The rest of the article is lost out of sight further down the page. The skinny sixteen year old approaches the screens and reaches out a hand to touch the screen. His parents. That's him. Slowly he mouths his name and then tries it out loud.

"I. am. Peter. Peter Parker."

The name takes him like he was born for it. Slowly he smiles as it hits home that he _was_. The name- _his_ name, joins vague memories of a sunny yellow room and a woman's voice in his collection of _good_ _things._ He is Peter. Pete. Petro. Piotr. Perre. Peter. For the first time in forever he remembers what it's like to feel loved.

Grinning he turns to Fury and holds out a hand. "If you're going to take down Doctor Octopus you're going to need me. I'm his Spider; his top experiment and I'll bet I know more about his secret projects than anyone in the world!"

TBC

**This was spawned by the thought bunny - 'what if the accident that killed the Parkers wasn't an accident? And what if their son was the perfect target for Osborn's experiments? What if the SHIELD kids broke him out? I might do a followup centered around a training session with the gang to explore what effects being experimented on for 12 years rather than just one spider bite, might have had on his power set. On the other hand - take it! run with it! leave a message so that I can read your take!**

**See chapter 12 for a follow up in 'Adjusting'. A third, 'Spinnerets' is in the works. **


	10. Ultimate Trust Fall

**I'mm baack! I've redone some of the prior chapters so check those if you like. I've also come up with sequels for Labrat and Pure Power (Now, Baser Instinct).**

**This is little crossover with the movies. Facing one's fears isn't just for Spiderman!**

_Tony sees the dark cluster of asteroids and their darker burden. He hears the static in his ears as his suit shuts down in the vacuum of space. He feels the nuke leave his hands. Momentum carries it through the void of zero gravity between him and them. He feels the tug of gravity, extending through the wormhole to affect this distant local, to pull him back, all systems inert, towards his planet's surface. He knows without seeing that the ground is approaching far to rapidly for him to get systems up in time. Fear bubbles up through his shredded control._

"You sure this is a working modal kid?"

"Come on Ironman! I've personally tested it at least a dozen times; and the last eleven there were no problems. I even got Squirrel-girl to help me with the non-propellant aerodynamics."

"If I die because of one of your inventions I'm personally coming back to haunt you."

"Aren't you optimistic. Come on!"

-0-

Peter never thought he'd see the day that Tony Stark, Superhero, Entrepreneur and inventor extraordinaire was afraid of something. But after watching video clips of Stark's heroic sacrifice and near fatal equipment failure and fall in the wake of the Chitauri attack on New York in his Current Event's class he can empathize with Iron Man's fear of equipment failure and he'd thought of a way to make it up to his hero for the Swarm incident.

In the event of power failure, he'd figured, what Iron Man needed was a way to get to the ground safely. Cue an intense bout of research into gliders, parachutes and the dozens of other non-propellant, limited tech, flight achievers. Parachutes had been immediately scrapped. They were too easily damaged or pre-maturely fired in a fight. Hang-gliders and other propellerless planes were scrapped equally as quickly. Where in the world would Iron Man /store/ one when he /didn't/ need it (which was most of the time)?

Then he'd stumbled across a you-tube video of cliff-divers…. Using squirrel suits. Pete knew in an instant that the suits were perfect… and that they needed a new name!

The next step was breaking into the Avenger's tower when Tony wasn't there. He'd hoped to be caught only by Jarvis but Dr. Banner had promised to keep it a secret as well and even helped him select a suit that was a recent enough model to be useful but old enough not to be missed.

Then it was back to the lab- erm, garage.

Finding a way to keep the flaps retracted during normal use but able to extend even when the suit was depowered had cost him his A in English but the sacrifice was totally worth it if it helped his hero.

-0-

Tony looks over the edge of Stark Tower and swallows hard. 'Relax.' He tells himself. 'Spiderman is on standby to catch you if something goes wrong.' But _knowing_ that the up and coming hero is both responsible and probably more safety conscious than he is himself… and _believing_ that those things are true and throwing himself off a forty story building to prove it are two entirely different things.

Behind him he hears Spiderman turn and open his mouth to greet someone. "Hi Bl-" A moment latter two firm hands place themselves against the small of his back and _push_.

"Aaaahhhhhhh!"

Windows flash past him for several heart stopping moments until his higher thinking turns on again. Pressing the flaps on his arms inward disengages the lock keeping them retracted causing them to spring outwards as soon as he lets go. The check on his airspeed nearly causes him to somersault midair but his release of the leg flaps a few seconds later stabilizes him. The flaps then lock together with a set of Velcro straps and he's smooth sailing. The ground recedes as he passes over a warm air vent protruding from the roof of R&amp;D. As soon as he passes over the man-made thermal he begins to sink again but the fall is gradual and controlled.

Spiderman appears in his peripheral vision hanging from a silk parachute of his own making and delivers a cocky salute.

"Fancy seeing you here!"

Tony smirks back. "Fancy that!" With a twist of his body he angles towards the web-slinger and smacks him on the arm. "That was for pushing me off!"

"But I didn't-!"

Tony glides back for a second pass and holds out his hand, "And this is for helping me out. Thank you."


	11. Labrat: Adjusting

**Here it is! The sequel you've all been waiting for! I give you Labrat: Adjusting! (Labrat is ch 9 if you want to re-read that first).**

The Next Day

No one knows quite what to do with the kid. His next of kin are an aunt and uncle, May and Ben Parker, who live in Manhattan, but of course he isn't ready for a normal life. He doesn't even know what normal is, much less how to act it. We have facilities on the helicarrier, but those are more barracks style- we don't have the space to clear one out for his personal use and besides, he doesn't trust us and we don't trust him enough to ask him to share a room. By the end of the morning we've cleared out a closet on the barracks level and inserted a desk, a light and a trunk – more belongings than he can remember having in his life by his admission.

We begin to install a bunk as well, but he says he prefers a hammock. Now I don't know what he thinks of when he thinks of a hammock, but what he creates looks like nothing less than a giant web. Thin strands of silk crisscross the upper half of the room congregating in a tightly woven bundle near the ceiling with just enough room for Parker to curl up in. Fury decides not to fight that battle. If sleeping in a web will make him feel safe then the kid is welcome to it. We can work on getting him in a bed later, _if_ he ever reaches the point of re-entering society.

The _idea_ of the spider-kid sleeping in a web is reasonable; watching him make it is disturbing. First he opens his mouth, extends sharp, nearly translucent canines, and nicks the skin right above his wrist arteries. Once my attention is drawn to them I can easily pick out dozens of similar small white scars pocket-marking the entire area of his lower forearms in a surgical pattern. He waits a minute until the blood starts to clot and then picks at the forming scabs until they came away in his fingers, still attached to the cuts by fine, glistening lines. Spidersilk. Somehow he uses the tips of his fingers like spinnerets, drawing the stuff out and running it from wall to wall to wall, until I wonder if I should stop him. Surely he's hurting himself, pulling that much material out of his body at once. But when he drops to the ground again – "hammock" complete – he seems no worse for wear and the cuts on his wrists are already healing over.

When he notices where I am looking – the kid seems to notice _everything_ – he rubs his arms subconsciously and glibly explains, "Doc Oc's plan was to embed spinnerets into my forearms to spin the stuff more efficiently but he hadn't got the organs scaled up and human compatible before- you know- So, Anyways! The glands are subdermal to allow room for those non-existent spinnerets. I have different glands to produce different types of silk-" Here he bit himself again, nicking the skin in several places, "See? _These_ glands produce more crystalline fibers that are stronger but not as stretchy and _these_ glands produce more wool like fibers that are really stretchy but can't hold as much actual weight, and _these_ glands produce silk that's super sticky- See how it's just kind of balling up on it's own? I can't weave it because it basically never fully solidifies, but it's great for catching things or stopping things up. Doc Oc once spent a day stuffing globs of it into the muzzles of various weapons and most of them just blew up when fired. That was a fun day. I hardly had to do anything. Also this kind is a good salve and clotting agent for injuries, if you don't mind getting all sticky. There are a few other kinds of silk, various ratios of stretchy and rigid, sticky and smooth, strong and weak- Doc Oc liked using me as a guinea pig if you hadn't noticed. I've got this idea for a sticky lead and a stretchy cord with a stronger core that I've been wanting to try- combining them all see? – to create my own draglines but-"

He continues chattering likeso the entire way from his room to the training rooms. You'd think that as an agent of SHIELD in the twenty-first century I would be more acclimatized to stories like his as every power hungry wannabe and ethics loose scientist tries to create their own superhuman, but something about the offhand way he describes his life as a living experiment breaks my heart.

Lunch is mashed potatoes, soggy peas and seriously overcooked beef. The kid is fascinated by food that doesn't come in a sterilized protein shake. I try to guide him in how to use silverware and give up when he snaps at me for touching his food and then looks up fear-stricken as if afraid I'll punish him. I let it go and he uses his fingers to scoop the food into his mouth as quickly as anyone might if accustomed to their food being taken away on a whim. I finish my own food snappily as well and then show him where to leave our trays.

He doesn't ask but I can tell he's dying to know what's going to happen to him next so I explain what the combat room is and why we want to test the full extent of his abilities. He nods like it's no big deal, but his gait becomes more skittery and he lags behind the pace I set. When we reach the combat room I notice with relief that Fury has requested Iron Fist's presence. Hopefully he can sooth the kid's jangling nerves.

-0-

"Greetings Spider."

Iron Fist bows to the newest teen resident and smiles reassuringly. "I am to guide you through the exercises meant to test your power and range. Are you ready to begin?"

The new kid rocks from foot to foot and sidles sideways to put the wall behind him. Iron Fist makes note that Parker is uncomfortable with leaving his back exposed and nods farewell to Agent Colson as the doors close.

"Come Spider. First is target practice."

"Call me Parker please? Or Peter? Spider is what Doc Oc called me-" here the teen flips over to land next to Danny and shakes his head violently, "-and I'm **not** _his_ anymore."

"Of course Peter. My apologies. During training we typically refer to ourselves by code names so that, during battle, we do not reveal our true identities."

"Oh. What do you want me to do?"

Danny picks up the first weapon, a beebe gun for starters, and begins showing him how to load, aim, and fire. Silently, he also accesses his powers and emits and aura of safety. By the time he hands off the beebe, Parker is already noticeably more at ease and isn't shaking or starting at every new motion or sound.

He turns out to be clueless but a quick learner with weaponry once Iron Fist explains how each model works. Even taking his newness to them into account the teen has a remarkable eye for marksmanship. When the targets start shooting back Danny and SHIELD receive their first surprise. Parker takes out one drone from the ground. Next he dodges with a series flips and dives until he has a clear moment in the pattern and leaps up to cling to the vertical surface of the wall itself. Iron Fist notices that his hands are bare and he'd kicked off his shoes at some point during the exchange. The drones don't expect this kind of attack pattern and quickly fall to Parker's carefully lined up shots in between flipping from wall to wall. At one point he hangs from the ceiling, looking for all the world as comfortable as if standing on the floor to shoot down at a cluster of confused drones.

"How do you do that?"

Parker drops down beside him and holds out his hand. Danny traces the minuscule and numerous folds covering every inch of Parker's palm. On each ridge tiny hairs add to the surface area and help hide the unusual feature.

Danny nods his thanks and moves on to the next station. Basically a giant sound system it tests the limits of Parker's hearing both in volume and frequency. When he complains that the stereo itself is making its own sound that's hard to distinguish from the sounds he's supposed to be listening too Iron Fist notes that too, and then quickly turns off the sound as the frequency notches up again and Parker claps his hands to his ears in pain.

"Are you all right?"

Parker winces, rubs his temples and nods. "Yeah, just not my favorite test. What is next?"

He gives Captain America a run for his money in the strength tests, puts in a decent show in the speed trials, and shows enhancements to all of his senses, but it's when the agility course is set up that Parker shows his true talents. No matter what is asked of him or thrown at him, his body bends and twists to accommodate. Danny's mind is blown when, after the highest level is completed, Parker drops to the floor and asks innocently, "Is the warm-up sequence over?" Iron Fist nods mutely and fires up his powers. _Let us see if you can dodge psychic attacks as well as you do physical ones._

-0-

Peter revels in the free motion of his body. He closes his eyes and listens to the air around him outlining the dimensions and movement of everything nearby. Iron Fist is a stronger presence down below, subtly different than the motors of the machinery surrounding them and somehow more alive than most humans. Several more life sources are discernable within a module near the ceiling. It probably contains the control center and whichever SHEILD personal are watching his performance. With a sinuous twist he avoids a series of moving poles sticking out from the wall and delivers a cheeky salute towards the hidden viewers. A disk approaches him from behind. He jumps aboard and rides it into the heart of the movement. Obstacles collide, swivel and twist, raise and lower, swoop and soar. Within the motion, Peter is a thread of life, mind and body, that reads the patterns and rests within them. He is perfectly safe; the program always provides a way out, unlike the Doc's, which were designed to contain and kill.

At last the obstacles recede into the walls and he lands next to the movement named Danny Iron Fist. "Is the warm up sequence over?" He wonders what level of deadliness the next sequence will be. SHEILD does not want him dead of course, but then neither had Doc Oc: not completely anyways, only mostly dead.

Iron Fist faces him and stills. Then the world lights up with energy spiraling in around them to concentrate within the other's fist. _Iron Fist. Got it._ Peter crouches and waits for the attack, but Iron Fist remains still and centered. Then something reaches towards him from behind and above. He dives out of the way and it follows him while Iron Fist does nothing to engage. He flips over the invisible threat planning for it to run into the wall behind him, only for it to run through the wall instead and disappear. Peter stills and opens up his senses. _Where will the next attack come from?_ Two trails of energy disturb the air molecules to the right and left. He waits until they are nearly upon him then leaps upward. They collide and ricochet after him, catching him in a web against the ceiling that despite being some type of energy feels as solid to touch as if he were held in place by a padded harness.

Only then does Iron Fist move; walking over with an upraised fist to where Peter is pinned and letting him down gently. As soon as his feet touch the floor the light around his fist vanishes and with it the mysterious energy.

"That was you! It's like nothing I've ever seen! What is it? How do you direct it? Where did you discover it?"

Iron Fist grins. "Relax. I earned the powers of the Iron Fist by facing the dragon Shou Lao and taking responsibility for the city of K'un Lun. I am impressed that you were able to dodge my attacks. I suspect you are tied into the fabric of this world in a way the Doctor did not intend."

The thought discomfits Peter. Back in the Lab, experiments that didn't go as Doc Oc. intended tend to die unfortunate and painful deaths as what ever went wrong finished them off. _What had gone wrong with him? Will he die?_

-0-

Danny smiles at the sudden excitement of the serious teen and explains, then kicks himself when mention of the Doctor causes Peter's mood to deflate as surely as a popped balloon.

"Hey Parker. Pete. That's enough training for now. Lets hit the books and see where your education is at."

As they leave the combat room behind for the SHIELD library consuls Parker shakes his dark mood and moves up beside him. "So what kind of books do you have? Engineering? Biology? Physics? Chemistry?"

"All of those. Also literature, history, sociology, psychology, geology, astronomy, you name it."

"literature? Like fictional stuff?"

"Yes. We have fiction and non-fiction archives. Do you have any favorites?"

"Well…. A lot of the controls had great things to say about Harry Potter? And this one control always went on and on about this guy named Sherlock Benedict Cumberbatch? He sounded cool although I never quite understood if he was real or fictional. She didn't last long."

The causual way Peter refers to death chills Danny as he tries to focus on the lighter topic at hand. "Sherlock is a fictional character played by the real actor Benedict Cumberbatch. It's a good series if a bit melodramatic. What books have you read?"

"Have I _read_? None! Doc Oc never taught me, he just rattled on about his work a lot. This one control, Gwen-" The pause stretches into a silence and Danny looks over. Peter's face is drawn and pained. Danny reaches over and places a hand on his shoulder. "Gwen?"

Quietly Peter describes the girl who'd been his only friend. Who'd taught him about the outside world and what it meant to be free. Who'd tried to teach him how to read, only they couldn't see each other from their cells so the going was slow. Who, through her death, succeeded in teaching him that it wasn't good to care because caring only made life hurt worse.

"Pete." The words seem horribly inadequate but he has to say something. "I'm sorry."

A shadow falls over the somber teens. "Morning Parker. Rand. Ready for school?"

.

.

.

TBC

**Well... what are your thoughts?**


End file.
